They came from as far as Nevada and Massachusetts to wait by a dock for hours to get a five-minute, up-close glimpse of nine sailing marvels.

No matter that a steady rain fell all day. Or that there was a slight chill in the air. And the scant parking downtown didn't seem to make a difference. For the thousands of people who poured into Annapolis the last two days, the Whitbread Round the World yachts were well worth the wait.

As the crowds of schoolchildren, sailors and the merely curious in the Whitbread Racing Village down on the City Dock grew by the hour yesterday, city officials were bracing for a jam-packed weekend.

Anywhere from 40,000 to 200,000 people are expected to pass through the state's capital by tomorrow's end as four big events converge: the start of the eighth leg of the prestigious international race, the spring boat show, the Bay Bridge walk and a water festival at nearby Sandy Point State Park.

"The town looks great, the boats look great," said Emory Harrison, city director of Central Services by day and avid sailor forever. "This is a great time for the city.

Both major downtown hotels are booked solid as thousands of people stream into town for all the festivities, not including those who are expected tonight for a fireworks extravaganza that starts at 9 p.m. Downtown streets will be closed to auto traffic for hours. Thousands more are expected to attend the Bay Bridge walk, the water festival and the last day of the Spring Boat Show, which shares the harbor with the Whitbread festivities.

But the biggest attraction, said city officials, who have been preparing for more than a year, will be the Whitbread send-off, which starts at 10 a.m. when Cardinal William H. Keeler blesses the racing fleet. From there, the yachts parade to the starting line north of the Bay Bridge, escorted by historic yachts, then take off for La Rochelle, France.

City officials say they're more than prepared.

Hundreds of police officers working on overtime are stationed everywhere from Navy-Marine Corps Memorial Stadium to Main Street to direct traffic. Shuttle buses are running people back and forth from downtown to the stadium, designated parking for Whitbread watchers. Tomorrow, Whitbread fans will park in satellite lots on Riva Road, while bridge walkers take over the stadium lot.

To ease congestion, electronic traffic signs have been placed strategically on Ritchie Highway, Route 50 and Rowe Boulevard, broadcasting warnings to drivers of the Sunday events. Radio station 1620 AM will also broadcast taped messages directing motorists to proper parking lots and warning them about gridlock.

On City Dock, volunteers handed parking maps to anyone who wanted one.

"So far, everything is going smoothly," said Sgt. Philip Turner, the Annapolis police officer responsible for coordinating traffic for big events. "It's pretty much what we expected and I think we've adequately prepared to ensure public safety.

"I have to say I'm very pleased that people have been parking at the stadium because it's pretty heavy, traffic-wise, downtown," Turner said. "We haven't had to tow too many cars at all."

For those who didn't heed the don't-even-try-parking-downtown message, people like crossing guard Doris Lawson helped pedestrians get across the street and keep traffic moving. Sort of.

"Oh yeah, it's getting worse by the minute," she laughed as noon time traffic on Randall Street in front of the Market House slowed to a crawl.

Neil and Joanna Sanders took one swing through downtown streets, realized parking was impossible and opted for the free stadium shuttles.

"We thought we'd get lucky and give it a try," said Neil Sanders with a shrug of his shoulders. "Wasn't happening. But I'm totally fascinated by the courage and craziness of these Whitbread folks, so I don't mind.

But bad weather and gridlock doomsayers kept people away from the stores on Main Street. Most visitors stuck to the end of City Dock closest to the boats, never venturing farther than Market Space.

"We're calling it the Whitdud," said Kevin Conroy, a managing partner of Main Street Ice Cream, who was serving the sole customer in his store. "It's been very, very disappointing for us. No one's coming up the street."

But thousands wandered around the Susan Campbell Park and docks to watch New Zealand Maori dancers, listen to maritime storytellers and browse through historic wooden yachts by famed builder John Trumpy. Hundreds more armed with umbrellas and rain slickers stood in a winding line at the foot of City Dock to get their "once-in-a-lifetime" gawk at the 60-foot Whitbread boats.

Henry Gamsby, a sailing lover from Framingham, Mass., dragged his wife, Cheryl, along for the ride. They were both smiling because they were standing near the beginning of the line, close enough to see nine tall masts decorated with colorful signal flags.